ciwm practice directions - oct 2021

PRACTICE DIRECTIONS

Updated June ‘09, March ‘11, June ‘12, June ‘14, April ‘17, November ‘18, March ’19, June ’19, Dec

’19, March ’20, July ’20, June ’21, Oct ‘21

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PRACTICE DIRECTIONS

PRACTICE DIRECTION 1

Appointment of General Councillors

1.1 In order to establish the requirements in respect of skills, knowledge and

experience within the General Council, a skills audit shall be undertaken

annually or whenever a vacancy arises. This should aim to provide a matrix of

the competencies currently available within the General Council; identify gaps

in the collective experience and expertise and identify competencies likely to be

required over the foreseeable future.

1.2 The skills matrix will provide the framework for the production of person

specifications and role descriptions for the vacancies to be filled.

1.3 The General Council will nominate persons to form the Selection Panel

including the Chair of General Council, the Chief Executive Officer, suitably

qualified and experienced Members and one non-member.

1.4 Vacancies will be advertised but it shall be entirely appropriate to also arrange

for potential new General Councillors to be approached with a view to

encouraging them to apply for vacancies.

1.5 After application all prospective General Councillors should be provided with

an information pack containing:

• person specification and role description

• expected commitment of General Councillors

• most recent annual report and accounts

• statement of the vision, mission and values

• current strategic plan

• details of General Councillors’ liability insurance.

General Council Terms of Reference

Purpose

1.6.1 The General Council is responsible for the overall governance, strategic

direction and functioning of the CIWM Group as set out in the Royal Charter.

The General Council is also responsible for ensuring the Institution’s activities

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are compatible with its charitable aims, and that the Institution complies with

relevant legislative and regulatory requirements.

Accountability and Reporting

1.6.2.1 The Institution is a registered charity and the General Councillors are the legal

Trustees of the Institution. As such, Board members have responsibilities as

individuals and collectively, under the Charities Act 2005 and are accountable

to the Charity Commission.

1.6.2.2 The General Council shall report its activities in the Annual Report.

Principal tasks of the General Council

1.6.3 The General Council’s principle tasks include:

a) Ensuring the effective and efficient administration of the Institution and its

resources

b) Considering and approving the Annual Report and Accounts

c) Maintaining sound financial management, ensuring expenditure is in line with

the Institutions aims and objectives and that investment activities meet accepted

standards and policies

d) Taking appropriate professional advice in all matters where there may be a

material risk to Institution, or where General Councillors may be in breach of

their duties as General Councillors or Trustees, to ensure that duty of care has

been exercised

e) Ensuring good governance

f) Taking account of the views and advice of the Members’ Council to ensure that

members views are reflected in the direction and activities of the Institution

g) Developing, directing and monitoring plans for the strategic direction of the

organisation in conjunction with the Chief Executive Officer

h) Approving annual business plans and budgets prepared by the Chief Executive

Officer

i) Monitoring business performance, financial performance, and the

implementation of the strategy on a regular basis, and receiving reports from the

Chief Executive Officer on these matters.

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Membership

1.6.4.1 The Constitution states that the General Council shall consist of:

Honorary Officers: President, Senior Vice President, Junior Vice President,

Immediate Past President and Honorary Treasurer

Membership: 7 Members in addition to the Honorary Officers

1.6.4.2 General Councillors are to be recruited in line with the regulations in the

constitution with a majority Chartered Members. General Councillors are

recruited by open selection based on expertise, experience and skills.

Attendance and frequency of meetings

1.6.5 The General Council shall hold regular meetings at least four times per year.

Quorum

1.6.6 The quorum necessary for the transaction of business shall be six members, the

majority which must be Chartered Members, present in person or via

teleconference or video conference as stated in the constitution.

Minutes of meetings

1.6.7 Minutes of meetings will be taken and circulated to all General Council

members. These minutes will be kept confidential within the General Council.

Authority

1.6.8.1 The General Council is authorised to seek any information it requires from any

employee in order to perform its duties.

1.6.8.2 The General Council is authorised to obtain, at CIWM’s expense, outside legal

or other professional advice on any matters as may be required.

Sub-Committees

1.6.9 The General Council may form such committees and other subsidiary bodies as

it deems necessary to perform its functions and may delegate any of its functions

to a committee or subsidiary body.

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Chair of CIWM General Council

1.6.10.1 Position Title: Chair

Responsible to: The General Council

In addition to the general responsibilities of a General Councillor, duties of the chair

include the following.

a) Providing leadership to the General Council by ensuring that everyone remains

focused on the delivery of the organisation’s charitable purposes

b) Chairing and facilitating General Council meetings

c) Bringing impartiality and objectivity to decision-making

d) With the chief executive:

e) Planning the annual cycle of General Council meetings and AGM

f) Setting agendas for General Council

g) Addressing conflict within the General Council and within the organisation, and

liaising with the Chief Executive Officer to achieve this

h) Liaising with the Chief Executive Officer to keep an overview of the

organisation’s affairs and to provide support as appropriate

i) Leading the process of supporting and appraising the performance of the chief

executive including being responsible for terms and conditions of employment,

annual appraisal and salary review

j) To maintain regular contact with the Chief Executive Officer

k) To deal with any grievances against the Chief Executive Officer or General

Council members in accordance with the organisation’s procedures

Appointment:

1.6.10.2 The Chair is elected by the General Council at the first General Council

meeting following the Presidential Inauguration and serves until the next

Presidential Inauguration. The position of Chair is voluntary, although

reasonable expenses will be reimbursed in accordance with the CIWM

expenses policy.

1.6.10.3 The position of Chair cannot be held by the President.

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Honorary Officers

2.1 A new Junior Vice-President shall be elected by ballot of Members’

Representatives as follows:

2.1.1 nominations for Junior Vice-President shall be chosen from Fellows and

shall be submitted by three General Councillors or a Centre Council

signed by both the Chair and Honorary Centre Secretary, together with

the nominee’s personal statement, to the Chief Executive Officer by 31

December in each year;

2.1.2 the Chief Executive Officer shall send copies of the personal statement

to each Centre Council.

2.1.3 the Chief Executive Officer shall advise nominees of the nature of the

presentation each will be required to make to the Members’ Council.

The presentations may, at the discretion of the Members’ Council, be

made directly to the Members’ Council or produced as video recordings;

2.1.3 2.1.4 the election process for the appointment of the Junior Vice-

President may be undertaken electronically.

2.1.5 the result of the ballot must be available at a meeting of the General

Council before the formal appointment of the Junior Vice-President.

2.2 Should the President, Senior Vice-President, or Junior Vice-President need to

withdraw from office for any reason, then the procedures for appointing a

replacement shall be as follows:

2.2.1 the President in office – the Senior Vice-President will take on the duties

of the President forthwith;

2.2.2 the Senior Vice-President – the Junior Vice-President will be appointed

to the position of Senior Vice-President forthwith;

2.2.3 a new Junior Vice-President shall be elected in accordance with the

procedure set out in paragraph 2.1 except so far as the date for the receipt

of nominations shall be as soon as reasonably practicable having regard

to the circumstances. The elected periods of office to remain unchanged

by the early assumption of these roles.

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2.3 The General Council shall maintain the post of Honorary Treasurer who shall

advise the General Council on financial policy in a manner to be agreed with the

General Council.

2.4 The Honorary Treasurer shall be appointed by the General Council for the term

of office set out in Regulation 17.

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Appointment of Members’ Representatives

3.1 Each Centre shall be entitled to appoint initially one Representative to the

Members’ Council. (The number of such Representatives may be varied in

future by the General Council).

3.2 A Centre Representative must be a Chartered Member.

3.3 Whilst it is recommended that the Representative is an experienced Centre

Councillor, each Centre may decide the method by which it will select the

Representative(s). Options available will include:

• appointment by the Centre Council of an existing elected Centre Councillor,

including the Chair

• selection by the Centre Council of a Chartered Member of the Centre

• election by and from the Centre’s Chartered Members either as part of, or in

addition to, the normal Centre Council elections.

3.4 Centre Representatives, if not elected Centre Councillors, shall be Honorary

Officers and thereby ex-officio Centre Councillors.

3.5 A Centre Representative who is not an elected Centre Councillor may be

removed and replaced by the Centre Council.

3.6 An alternate Chartered Member may be appointed by the Centre Council to

attend any meeting of the Members’ Council which the Representative is unable

to attend.

3.7 The term of a Members’ Representative will be decided by each Centre.

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Emergency decisions

4.1 The Chair of a committee, together with the vice-chair or another member of

the committee, shall be empowered to make emergency decisions on any matter within

the committee’s remit, excluding changes to the budget, subject to a report on their

action being made to the next meeting of the committee.

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Appointment of Directors to the Boards of companies limited by shares or limited

by guarantee, including the appointment of Directors/Trustees to charitable

organisations (together the “Relevant Bodies” and “Directors”) where CIWM is

the sole Member or shareholder

5.1 All decisions relating to the appointment and/or removal of Directors of all Relevant

Bodies where CIWM is the sole shareholder or member shall be made at the sole

discretion of the CIWM General Council, and the CIWM General Council shall not be

obliged to state any reasons for any decision made.

5.2 The number of Directors of Relevant Bodies shall be an odd number and not less

than three and no more than eleven.

5.3 The CIWM General Council may from time to time agree to vary the minimum and

maximum number of Directors and will arrange for any such variation to be reflected

in the Articles or Constitution of the Relevant Body by means of the resolution type

required by those Articles and passed by the company in General Meeting or by such

other method as may be appropriate

5.4 The Honorary Treasurer of CIWM shall be ex officio a Non-Executive Director or

Trustee of each Relevant Body.

5.5 The CIWM General Council will nominate the Chair of the Board of Directors of

each Relevant Body, having, if appropriate, taken advice from the Board of that

Relevant Body.

5.6 Where the Relevant Body is a company engaged in trading

5.6.1 the Managing Director or Chief Executive shall be an Executive Director

and shall be appointed a director contemporaneous with his/her

employment as Managing Director or Chief Executive of the Relevant

Body and such directorship shall cease upon the termination for whatever

cause of that employment.

5.6.2 The Chief Executive Officer of CIWM shall be appointed as a Director of

the Relevant Body contemporaneous with his/her employment as CEO of

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CIWM and such directorship shall cease upon the termination for

whatever cause of that employment.

5.7 Where the Relevant Body is a charitable organisation:

5.7.1 The Managing Director or Chief Executive shall, during the term of his/her

employment as Managing Director or Chief Executive of the Relevant

Body, attend all meetings of the Board of Directors as an Observer.

5.7.2 The Chief Executive Officer of CIWM shall, during the term of his/her

employment as CEO of CIWM, attend all meetings of the Board of

Directors as an Observer.

5.8 As and when vacancies arise in the Board of Directors of any of the Relevant Bodies,

the CIWM General Council shall, giving due notice, establish a process, including an

appropriate timetable, to consider suitable persons for appointment as Non-Executive

Directors of that Relevant Body as follows:

5.8.1 Either the CIWM General Council shall invite applications from suitably

qualified and experienced Members of CIWM;

5.8.2 Or the CIWM General Council shall seek recommendations of persons who

are not Members of CIWM but who have suitable expertise and shall invite

them to apply.

5.8.3 All applications shall be made in writing to the CIWM CEO, accompanied

by a curriculum vitae

5.8.4 The CIWM General Council will nominate persons to form the Selection

Panel including either the Chair of the Board of the Relevant Body or the

Honorary Treasurer of the CIWM together with up to two others selected from

among the CIWM General Councillors and the Directors of the Relevant

Bodies. Where the current Chair of a Relevant Body is subject to re-selection,

another CIWM General Councillor shall take their place on the Selection

Panel.

5.8.5 All applications shall be considered by the Selection Panel established by

the CIWM General Council, which may include a formal interview.

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5.8.6 The Selection Panel will make recommendations for appointments to the

Boards of the Relevant Bodies to the next meeting of the CIWM General Council

for approval by CIWM General Councillors.

5.8.7 The appointment of each person approved by the CIWM General Council

to be a Non-Executive Director of a Relevant Body will take effect on the date

of that General Council meeting or on a subsequent date as determined by the

General Council.

5.9 The number of Non-Executive Directors who are not Members of CIWM shall

always be less than one half of the total number of Non-Executive Directors of the

Relevant Body.

5.10 With the exception of the Honorary Treasurer and if relevant, the CIWM CEO

appointed under clause 5.6.2 above, Non-Executive Directors shall normally serve on

the board of the Relevant Body for three years before retiring but subject to the

following provisions:

5.10.1 at every annual general meeting of the Relevant Body a proportion of the

Non-Executive Directors will be subject to retirement by rotation as

specified either in the Articles of that Relevant Body; or following this

requirement - that one third of the Non-Executive Directors is subject to

retirement by rotation or, if their number is not three or a multiple of three,

the number nearest to one-third shall retire from office; but if there is only

one Director who is subject to retirement by rotation he shall retire;

5.10.2 the Non-Executive Directors to retire by rotation shall be those who have

been longest in office since their last appointment or reappointment but as

between persons who became or were last reappointed directors on the

same day those to retire shall (unless they otherwise agree among

themselves) be determined by lot. Any retiring director shall be eligible for

re-appointment under the process described in this Practice Direction.

5.11 A Non-Executive Director of a Relevant Body who ceases to be a Member of the

Institution for any reason other than expulsion under Bye Laws 26 or 27 or under the

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application of any appropriate clause in the articles of association of the Relevant Body

relating to the Disqualification and Removal of Directors will retain their position on

the Board for the remainder of the term for which they were originally appointed to the

Board provided always that the specified proportion of Non-Executive Directors who

are not Members of CIWM is not exceeded.

5.12 The Board of the Relevant Body, with the approval of the CIWM General Council,

may appoint a suitable person who is willing to act as a Non-Executive Director of the

Relevant Body to fill a casual vacancy provided that the appointment does not cause

the number of Directors to exceed either the limit set by the articles of association or

constitution thereof or the specified proportion of Directors who are not Members of

CIWM. A Director so appointed shall hold office only until the next General Council

meeting of the CIWM at which recommendations for appointment as Directors of

Relevant Bodies are considered for approval. If not re-appointed, the Director shall

retire at this date.

5.13 For the avoidance of doubt, nothing in this Practice Direction shall prevent the

application in all respects of clauses in the articles of association of the Relevant Bodies

which set out the rights of the shareholders/members in relation to the appointment

and/or removal of Directors.

5.14 Where the Relevant Body is a dormant company only clauses 5.1 and 5.3 shall

apply.

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General Council Meetings

Notice and Agenda

6.1.1 Due notice of General Council meetings shall be given, in writing, by the Chief

Executive Officer to all General Councillors.

6.1.2 Due notice shall be deemed to be ten clear days in relation to all General Council

meetings.

6.1.3 The notice shall give the date, time and place for the proposed meeting.

6.1.4 Notice of a General Council meeting shall be accompanied by an agenda which

should state with sufficient fullness the business the meeting is intended to discuss and

form decisions upon.

6.1.5 The notice, agenda and reports accompanying it shall be clear, honest and

unambiguous.

6.1.6 The Chief Executive Officer shall prepare the agenda in consultation with the

Chair and shall include all items considered to be the proper business of the meeting

but the ultimate decision as to whether an item should be dealt with or not is the

prerogative of the meeting.

Conduct of General Council meetings

6.2.1 All members of the General Council have the right to attend meetings of the

General Council.

6.2.2 The General Council may summon any Member to attend a meeting for a

specific purpose or invite othersto attend where such attendance will assist the General

Council in the execution of their business.

6.2.3 No business shall be transacted at any meeting of the General Council unless it

is quorate in accordance with the Constitution.

6.3.1 In the absence of the Chair, the General Councillors present shall elect their own

chair.

6.3.2 The Chair shall regulate the conduct of meetings in accordance with the relevant

provisions of the Constitution and general practice in respect of committee meetings.

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Chairman’s Duties and Authority

6.4 The chair’s authority shall comprise the following elements:

6.4.1 to preserve order

6.4.2 remain impartial;

6.4.3 make certain that before a vote is taken all members of the General

Council are clear on the matter at issue;

6.4.5 monitor the voting procedure (which, unless the meeting resolves

otherwise in exceptional circumstances, shall be by show of hands) and declare

whether the motion or amendment has been won or lost;

6.4.6 ensure that resolutions are correctly embodied in the minutes before he

signs them, usually at the next meeting and on the agreement of those who were

present;

6.4.7 have a casting vote.

No Confidence Vote

6.5 If a member of the General Council proposes a vote of no confidence in the

Chair and this is seconded, the Chair has the right to respond. There shall be no other

speeches. If the matter is voted upon and goes against the chair, they must, relinquish

the chair.

Points of order

6.6 When a member has a genuine doubt about the correctness of the procedure

being followed, he may raise ‘a point of order’. The Chair shall not allow reference to

substantive matters in these circumstances and his judgment as to the correctness or

otherwise of the procedure referred to shall have due regard to the Constitution and

shall be final.

Ultra vires

6.7 No matter what the size of the majority, the General Council cannot validly

transact business which is outside its powers. The powers of the General Council are

set out in the Constitution.

Rescission of a Resolution

6.8 A resolution of the General Council, properly arrived at, may be rescinded only

by a subsequent resolution of the General Council at a later, duly convened meeting.

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Forms of Proxy

7.1 An instrument appointing a proxy shall be in the following form or a form as

near thereto as circumstances admit.

‘CHARTERED INSTITUTION OF WASTES MANAGEMENT

APPOINTMENT OF PROXY

This form is only to be used to allow a Proxy:-

either (a) to vote on behalf of a Chartered Member as the proxy thinks fit,

or (b) to abstain from voting.

I

…………………………………………………………...............……………

(insert full name)

of

………...............................…………………………………………………..

(insert registered address)

being a Chartered Member of the above-named Institution, hereby appoint:

Either

1. *the President, or failing him, the chair of the meeting;

Or

2. *some other person – print their name here:

……………………………….

(*strike out 1 or 2) as my proxy to vote for me on my behalf at the [annual]

[extraordinary] general meeting of the Institution to be held on the

…………..... day of ……………..……........... and at any adjournment

thereof.

Dated ……………………………………………………………..

Signed …………………………………………………………….

This form of proxy must be deposited at the office of the Chief Executive

Officer not less than ninety-six hours before the time stated above as the

beginning of the meeting.’

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7.2 Where it is desired to afford Chartered Members an opportunity of voting for or

against a resolution the instrument appointing a proxy shall be in the following form or

a form as near thereto as circumstances admit:

‘CHARTERED INSTITUTION OF WASTES MANAGEMENT

APPOINTMENT OF PROXY

This form is only to be used to instruct a Proxy to vote either in favour of, or

against, a resolution as indicated on the next page.

I

…………………………………………………...............………………...........

(insert full name)

of

………………...............................……………………………………………

(insert registered address)

being a chartered Member of the above-named Institution, hereby appoint:-

Either

1. *the President, or failing him, the chair of the meeting;

Or

2. *some other person – print their name here:

……………………………….

(*strike out 1 or 2) as my proxy to vote for me on my behalf at the

[annual] [extraordinary] general meeting of the Institution to be held on

the …………..... day of ……………..……........... and at any

adjournment thereof.

Dated ……………………………………………………………..

Signed …………………………………………………………….

This form is to be used in respect of the resolutions mentioned below as

follows:

Resolution no 1 *for *against

Resolution no 2 *for *against

(* for each resolution strike out whichever is not desired)

This form of proxy must be deposited at the office of the Chief Executive

Officer not less than ninety-six hours before the time stated above as the

beginning of the meeting.’

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Committees

8.1. This Practice Direction sets out the membership, roles, and method of

governance of the committees of the Institution. Under the terms of the Charter, the

business of the Institution is required to be managed by its General Council and in

particular General Councillors have duties and responsibilities in respect of the finances

of the Institution. General Councillors are also the Trustees of the Charity and are

required to act in the best interests of the Charity and in accordance with the, Charity’s

governing documents. For the purposes of efficient and effective management the

General Council may delegate powers to a number of committees, but retains the

ultimate responsibility for the management of the Institution as set out in the Charter,

Bye-Laws and Regulations

Schedule of Committees/Panels

8.2. Under Bye-Law 63 the General Council shall establish such committees and

panels as it deems necessary in pursuance of the Objects and shall define their duties

and composition and may delegate powers to them as it prescribes from time to time.

The main Committees of the Institution following the adoption of this Practice

Direction, and any amendments duly approved following its adoption, shall be as

follows:

8.2.1. Members’ Council.

8.2.2. Scientific & Technical Committee

8.2.3. Audit Committee

8.2.4. Corporate Governance & Professional Ethics Committee

8.2.5. Constitution Committee

8.2.6. Qualifications & Professional Standards Committee

Membership of Committees

8.3. The membership and terms of reference of each Committee, and the method of

appointment of those members shall be as follows:

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8.3.1. Members’ Council

8.3.1.1 The Members’ Council shall consist of members of CIWM, initially

appointed as follows:

a) one member appointed by each regional Centre Council and known

as a Members’ Representative;

b) the Presidential team which consists of the President, the Senior

Vice President, the Junior Vice President and the Immediate Past

President; and

c) a single representative of the Professional Development Network.

8.3.1.2 The President or, in their absence, the Senior Vice President or another

member of the Presidential team will Chair meetings of the Members’

Council.

8.3.1.3 The Quorum of the Members’ Council shall be a total of 7 members, to

include the President, or in their absence a member of the Presidential team

and 6 other Member Representatives. In the absence of a quorum being

present, the meeting shall continue, but no decisions can be made. Or if known

in advance that a quorum will not be present, the meeting will be rescheduled.

8.3.1.4 Each member of the Members’ Council will have one vote. In the case

of a tied vote, the Chair will have a casting vote.

8.3.1.5 The Chief Executive Officer (or a suitable senior alternate) will attend

the meetings of the Members’ Council to support discussions and answer

questions. The Chief Executive Officer will not vote at the meetings.

8.3.1.6 The Members’ Council may invite other appropriate people (including

General Councillors) to attend to support discussions. People so invited will

not be able to vote at the meetings.

8.3.1.7 The President will ensure the views of the Members’ Council are

conveyed to the General Council.

8.3.1.8 The Members’ Council may set up sub-committees and task and finish

groups as required.

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8.3.1.9 The Members’ Council should meet at least three times each year. In

the event of a Representative being unable to attend, the Centre Council may

appoint an alternate person who will be able to vote at meetings.

8.3.1.10 Members’ Representatives must maintain an adequate working

knowledge of the views and aspirations of Members within their respective

Centre. It follows therefore that they must attend Centre Council meetings.

8.3.1.11 The Members Council representatives will be provided at the

discretion of the General Council with relevant information that they may

reasonably require, from CIWM in order to carry out the role effectively.

8.3.1.12 At the start of any meeting, all Member Council representatives will

declare any actual or potential conflicts of interest that might prevent them

from acting impartially and in the best interests of the Members Council.

Having declared such interest, the Members Council representative/s shall not

be permitted to vote on any matter in which they are conflicted.

8.3.1.13 The Members’ Council will provide an annual report each year for

presentation to Members at each Centre AGM.

8.3.1.14 Minutes at each Members’ Council meeting will be taken and agreed

at the following meeting. Minutes will be circulated in a timely manner.

8.3.1.15 Meetings will be held at least 4 weeks before a General Council

meeting.


8.3.2.1 The membership of the Scientific & Technical Committee shall

comprise:

a) one Chartered Member from each Centre of the Institution, and

b) other persons co-opted annually, who will be members of the Institution

but need not be Chartered Members, the number of such co-opted persons shall

not exceed one less than the number of elected corporate members on the

Committee.

8.3.2.2 The members of the Committee shall comply with the following:

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i) the Chartered Member representatives on the Committee shall be

appointed after a process of nomination and election by all the Chartered

Members in the Centre, following a call for nominations by the Chief Executive

Officer. They shall not necessarily be members of the Centre Council. Such

appointments shall be made every three years.

ii) co-opted members of the Committee shall have voting rights but shall

not be eligible to be elected Chair or Vice-Chair of the Committee.

iii) all members of the Committee shall be expected to have specific skills

and expertise in the area of the Committee’s work;

iv) the Committee may invite representatives from other bodies to attend

meetings, but such representatives shall not be entitled to vote on any matters;

v) the elected Chartered Members of the Committee shall elect annually

from amongst themselves a Chair and a Vice Chair following a call for

nominations by the Chief Executive Officer.

vi) the General Council may from time to time reserve certain matters to be

voted upon by the elected Chartered Members of the Committee only.

vii) members of Committees are required to report the activities of their

Committees to the meetings of their Centre Council.


8.3.3.1. The membership of the Audit Committee shall comprise the following

a. an independent Chair appointed for a period of three Periods by the

General Council, who shall be a suitably qualified Accountant. The

Chair shall be independent of the CIWM, its subsidiary companies

and any of its professional advisers;

b. two General Councillors elected by and from the General

Councillors. Their term of office shall be for a period of three

Periods following which they shall be eligible for re-election; with

the proviso that their term of office shall cease immediately upon the

termination of their appointment as a General Councillor;

c. at least two other Chartered Members of the Institution not otherwise

being a General Councillor, appointed by the General Council. Their

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term of office shall be for a period of three Periods following which

they shall be eligible for re-appointment.

8.3.3.2. The Honorary Treasurer of CIWM, the Chief Executive Officer of

CIWM, the Head of Finance, the Chief Executive Officer or Managing

Director of any subsidiary companies and a representative of the

external auditors may attend meetings of the Audit Committee by

invitation of the Chair, but shall not be entitled to vote on any matter.


8.3.4.1. The membership of the Corporate Governance & Professional Ethics

Committee shall comprise the following:

a) an independent Chair who shall be a senior lawyer, not necessarily a

member of the Institution, and not otherwise a General Councillor,

appointed for a period of three Periods by the General Council.

b) two General Councillors appointed for a period of three Periods by and

from the General Councillors

c) two other Chartered Members of the Institution not otherwise being a

General Councillor, appointed appointed for a period of three Periods by

the General Council.


8.3.5.1. The Constitution Committee shall be set up as and when determined

appropriate by the General Council to monitor and review the

Constitution and ensure that it is appropriate for the Institution’s

purposes.


8.3.6.1. The membership of the Qualifications & Professional Standards

Committee shall comprise:

a. a Chair appointed for a term of three Periods by the General Council,

who is either

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i. an individual who is a person in good standing, of a

professional body recognised as experts in learning and

development, or

ii. a senior individual in a senior role in a relevant education

institute such as a university or college.

b. two General Councillors elected by and from the General Councillors.

Their term of office shall be for 3 Periods following which they shall

be eligible for re-election; with the proviso that their term of office

shall cease immediately upon the termination of their appointment as

a General Councillor;

c. minimum two and maximum three Chartered Members of the

Institution not otherwise being a General Councillor, appointed by the

General Council. Their term of office shall be for 3 Periods following

which they shall be eligible for re-appointment.

d. minimum three and maximum four other individuals appointed by the

General council on the recommendation of a selection panel which

shall include the Chair of the Qualifications & Professional Standards

Committee, using a skills matrix process once all other committee

members are appointed. Their term of office shall be three Periods

following which they shall be eligible for re-appointment.

e. the individual who has been appointed as the CIWM Responsible

Officer for the purposes of Ofqual.

f. All members of the committee shall have one vote.

g. The committee shall be quorate if there are at least four members

present.

8.3.6.2. Transition arrangements

a) To provide continuity the initial members of the Qualifications &

Professional Standards Committee will be selected by the General

Council from the WAMITAB board members and the WAMITAB

Awarding Body Review Group, except the two General Councillors

who will be selected from the General Council and the CIWM

Responsible Officer who shall be the person in post at the

commencement of the committee.

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b) The initial length of Period will commence in December 2021 and end

at the 2023 Presidential Inauguration. All subsequent Periods will be

from one Presidential Inauguration to the next.

c) Initial members will be given terms of between one and three Periods

allocated by the General Council as follows –

i. Chair – term of three Periods

ii. General Councillors – one term of three Periods and one term

of two Periods

iii. Chartered Members – one term of one Period, one term of two

Periods and one term three Periods

iv. Other individuals – two terms of one Period, one term of two

Periods and one term of three Periods.

Roles and Responsibilities of Committees

8.4. The terms of reference of the Committees shall be as follows:

8.4.1. Members Council

8.4.1.1. The Members’ Council will be the representative body of Members of

CIWM. It has four functions:

(a) providing the principal structured two-way communication route between

members and Centres on the one hand and General Council and the senior

management team on the other;

(b) providing advice to General Council and the senior management team on

key professional and strategic policy issues relevant to members of CIWM;

and

(c) facilitating communication between the Centres of CIWM;

(d) electing the Junior Vice-President.


8.4.2.1. The role of the Scientific and Technical Committee is to develop

technical policy for the Institution. It shall promote best practice and

provide a forum for the discussion and development of waste and

environmental issues.

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8.4.2.2. The committee will actively promote its technical policies through

liaison with other bodies in the sector and through other CIWM committees.

Working with CIWM’s subsidiary companies the committee and staff will

develop programmes for conferences, seminars and workshops as well as

contribute to all technical publications, guidelines and best practice

documents.

8.4.2.3. It shall establish working groups and special interest groups to discuss

and report on areas of topical interest as well as respond to appropriate

consultations and draft legislation. In order to promote the Institution

internationally CIWM will be the national member to ISWA, the

International Solid Waste Association and appropriate persons will be

nominated to represent CIWM in technical committees overseas.


8.4.3.1. The role of the Audit Committee is to monitor the integrity of the

financial statements; to review the internal financial controls; to review

and make recommendations in relation to the governance of the

financial management of the Institution; to review the internal control

and risk management systems; to make recommendations to the

General Council of CIWM in relation to the appointment of the

external auditor and to review and comment on the remuneration and

terms of engagement of the external auditor; to review and monitor the

external auditor’s independence and objectivity and the effectiveness

of the audit process, and to develop and implement policy on the

engagement of the external auditor to supply non-audit services. In

doing so it will have the power to investigate any activity within its

terms of reference, seek any information that it requires from any

employee of CIWM, and to obtain outside legal or other independent

professional advice. It will report at least annually to the General

Council of CIWM.

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8.4.4.1. The Corporate Governance & Professional Ethics Committee shall

ensure that the governance of CIWM complies with the appropriate

standards for a company incorporated by a Royal Charter and a registered

Charity and from time to time shall be required to review proposals from

other Committees to change the Institution’s constitutional documents (the

Charter, Bye-Laws, Regulations and Practice Directions) and make such

recommendations to the General Council of CIWM for change as it deems

appropriate. It is also responsible for the operation of CIWM’s Code of

Professional Conduct and all Disciplinary actions invoked under the Code.


8.4.5.1. The Constitution Committee is responsible for monitoring and

reviewing the constitution of the Institution.


8.4.6.1. The role of the Qualifications & Professional Standards Committee is

8.4.6.1.1. to ensure CIWM meets it responsibilities as an awarding

organisation and an end point assessment organisation. This

includes -

a) Review compliance with the requirements of

educational regulators across the UK.

b) Participate in the self-assessment process working

towards regulatory compliance.

c) Review any complaints received or errors identified

by the awarding organisation.

d) Review any events which have been reported to the

educational regulators.

e) Review and ensure quality assurance systems are fit

for purpose and up-to-date for:

i. Regulated provision.

ii. Non- regulated provision.

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iii. End Point Assessment Organisation

(EPAO).

f) Review and maintain an oversight of:

i. The criteria for approval of assessors and

internal quality assurers.

ii. The criteria for approval of external quality

assurers.

iii. The provision of members for the appeals

committee.

iv. Centre approval criteria and service level

agreement.

g) Review of assessor and internal quality assurer

qualification requirements.

h) Review the continuing professional development

(CPD) system for maintaining the competence of

assessors and internal quality assurers, including

CPD events.

i) Review the quality and consistency of assessment

for qualifications nationally.

j) Review the status of currently approved Centres.

k) Review of the potential impact of qualification

development:

i. Infrastructure for delivery of quality

assurance.

ii. Operational impacts.

l) Review of the annual awarding organisation

stakeholder and customer satisfaction survey.

m) Review awarding organisation infrastructure for

awards outside of UK.

n) Review/update and implications of skills policy

across the UK as it impacts on the work of the

awarding organisation.

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o) Review the current government initiatives, their

impact on the work of the awarding organisation

and review the awarding organisation’s plans to

address these (e.g. Funding, Ofqual and ‘other’).

p) Review update and implications of environmental

policy as it impacts on the work of the awarding

organisation.

8.4.6.1.2. To develop and oversee CIWM’s learning and development

strategy including

a) Suggesting new products and services focused on learning

and development based on knowledge of the sector and

market

b) Developing the professional standards required by CIWM

Members

c) Commissioning projects that further CIWM’s position as a

professional body or its charitable objectives.

8.4.6.1.3. In carrying out its role the Qualifications & Professional

Standards Committee may decide to set up working groups to

carry out specific activities on its behalf. The membership of these

working groups may be determined by the Qualifications &

Professional Standards Committee.

8.4.6.1.4. In undertaking its role the Qualifications & Professional

Standards Committee will have the power to investigate any

activity within its terms of reference, seek any information that it

requires from any employee of CIWM, and to obtain outside legal

or other independent professional advice.

8.4.6.1.5. The Qualifications & Professional Standards Committee will

report at least annually to the General Council of CIWM.

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Governance of Committees

8.5. All Committees established from time to time by CIWM shall be governed as

follows:

8.5.1. The Chair and Vice-Chair of each such Committee shall be elected as set out

above, or by such other method as the General Council shall from time to time

determine;

8.5.2. Committees shall meet as and when required to effectively carry out their

roles and responsibilities, and the Chief Executive Officer shall give committee

members at least seven days’ notice of such meetings;

8.5.3. The Chair, or their nominated alternate, shall report on the business of the

committee to the General Council as required;

8.5.4. A resolution signed by a majority of committee members shall be as valid

and effectual as if it had been passed at a meeting of the committee; such

resolutions may be approved by either physical or electronic means.

8.5.5. No business shall be conducted at any meeting of a committee referred to in

section 8.1 hereof unless a quorum of three is present, or such other number as set

out in the Practice Directions, throughout the meeting (either in person or remotely

by appropriate electronic attendance facilities) excluding co-opted members.

8.5.6. The delegated powers of each committee referred to in section 8.2 hereof

are:

a) to implement the approved objectives and programme of work within its

remit as set out in CIWM’s strategic plan and in accordance with budget

provision;

b) to form such working parties, panels or sub-committees as may be

necessary to conduct its business provided always that a committee may

not delegate its powers to such working parties, panels or sub-

committees without the approval of the General Council;

c) to comply with such terms of reference and criteria as are determined by

the General Council of CIWM from time to time in relation to the

activities and workings of committees, sub-committees, panels and

working parties notwithstanding the nature and form of such terms of

reference and criteria which shall be deemed to be binding on such

committees, sub-committees, panels and working parties.

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Trustees (& Others) Interests –Introduction

Role of Trustees

9.1 The Chartered Institution (CIWM) is governed by its Royal Charter, Bye-Laws,

Regulations and Practice Directions, under which it is liable to the Privy Council.

CIWM is registered as a Charity under the Charities Acts and is regulated by the Charity

Commissions of the United Kingdom and other territories. The General Councillors,

as Trustees are responsible, among other matters, for ensuring that the income of CIWM

is applied “solely towards the promotion of the Objects”, and cannot generally be paid

to Members, except in certain defined circumstances.

Charity Law

9.2 Charity Law states that trustees cannot receive any benefit from their charity in

return for any service they provide to it, unless they have express legal authority to do

so. In the case of CIWM, this legal authority comes from the Constitutional Documents,

mainly clause 5 of the Charter, which allows members to be remunerated for specialist

or professional services actually rendered to CIWM. “Benefit” is any perceived benefit,

including any property, goods or services which have a monetary value, as well as

money.

Commissioners’ guidance for Trustees in respect of conflict of interest

9.3 The guidance from the Charity Commission is that a trustee should not receive

any benefit from his or her charity without explicit authorisation, based on the principle

that trustees should not be subject to any conflict between their duties to their charity

and their personal interests, unless the possibility of personal benefit which gives rise

to that conflict is transparent. The Commission suggest that transparency is achieved

by requiring explicit authorisation of the benefit, and by ensuring that any personal

conflict of interest is properly and openly managed.

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Purpose of Practice Direction

9.5 The purpose of this Practice Direction is to:

(a) set out that the transparency required by the Charity Commission is achieved

through the adoption of a Conflicts of Interest policy which applies to CIWM and its

subsidiary companies;

(b) provide that the Conflicts of Interest policy applies to all Trustees, and to all other

members of CIWM committees, panels and boards of whatever constitution, including

its subsidiary companies, whether they be members of CIWM or non-members of

CIWM; and

(c) provide that it is the duty of all Trustees, staff and others, including chairs of

committees, to take all appropriate steps to avoid any risk or suggestion of impropriety

in the conduct of CIWM and its affairs.

Conflicts of Interest policy

9.6 This policy incorporates CIWM’s requirements in respect of all matters relating to

the disclosure and recording of conflicts of interest and actions to be taken to manage

them, including:

(a) imposing a duty on all members and others to declare any interests and to

complete (and maintain) the Declaration of Interests form; and

(b) setting the level for the reporting of any gifts or hospitality received at £25;

9.7 The Chair of all Committees, Panels, Boards of whatever constitution shall remind

all those attending before every meeting of the need to keep these Declarations up to

date.

9.8 The Conflicts of Interest policy and forms for declaring interests and recording

gifts and hospitality received are available on CIWM’s website and from CIWM’s

Chief Executive, the Company Secretary or the senior member of staff of any of its

subsidiary companies.

Declaration for Agendas

9.9 All Agendas for meetings of Council and Committees of CIWM and its

subsidiary companies should carry a statement in the following form:-

The attention of members of the Committee is drawn to the requirements in respect of

conflicts of interests (as detailed in Regulations Part V and the CIWM Group Conflicts

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of Interest policy) and should any member declare an interest, that declaration, and

any action resulting there from will be recorded in the Minutes.

It is Trustees individual responsibility to utilise to their best advantage the training

and resources material available either through CIWM or other sources to keep up-

to-date with developments in charity matters. It is also Trustees individual

responsibility to ensure that their key Corporate Governance returns are kept up-to-

date, by informing CIWM HQ in writing of any changes. These include:

• Register of Interests,

• Fit and Proper persons status,

• and details of any Gifts/Hospitality received.

Procedure at Committee Meetings

9.10 At the commencement of each meeting the Chair shall draw the attention of

members to the requirements of this Practice Direction and the need for members to

consider their position should there be any such conflict of interest. Should any member

declare an interest, that declaration and any action resulting therefrom shall be recorded

in the Minutes of the meeting.

Recording of Decisions taken leading to remuneration of Trustees & others with

an interest

9.11 A written record shall be kept of all decisions made by CIWM, or its

committees, panels or boards, or any of its subsidiaries, and the justification thereof,

to award work to any Trustee or other associated person, resulting either directly or

indirectly in remuneration for specific services.

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Guidance on the use of Bye-Law 22

This guidance is intended to highlight those matters which ought to be taken into

account when considering the use of Bye-Law 22 and to remove any possibility of

misunderstanding over the term serious criminal offence.

The term has existed in the constitution at least since the version written prior to the

grant of the Royal Charter in 2002. Misunderstanding could occur because the

Serious Crime Act of 2007 has since defined serious offences and lists 13 categories,

one of which covers environmental offences.

The purpose of this Guidance is to confirm that there is no direct relationship between

a serious criminal offence for the purposes of the Constitution and a serious offence as

defined by the Serious Crime Act. This is necessary to ensure that it is not possible

for a member to cite the Serious Crime Act in any defence against action taken or

proposed to be taken by CIWM.

For the purpose of Bye-Law 22 a serious criminal offence is one for which, in the

judgement of General Councillors, a conviction provides conclusive evidence of

conduct that is so clearly not in accordance with the Professional Conduct Regulations

that the use of the Disciplinary Procedure is not necessary and the member should be

expelled from CIWM forthwith.

In the event that General Councillors decide in any particular case that the offence is

not sufficiently serious and that the convicted member should not be expelled or if the

General Councillors have any doubt whatsoever, the case must be referred for

consideration under provisions of CIWM’s Disciplinary Procedure.

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Chartered Status of Fellows

11 For the sake of clarity it is confirmed that on admission as Fellows, members

retain their Chartered Membership, and direct entry Fellows are also admitted

as Chartered Members.